Exhibit 2.2 SCHEDULE "D" ARRANGEMENT AGREEMENT Made as of the 13 day of May, 2002

Exhibit 2.2

SCHEDULE "D"

----------------------------------------------------------

ARRANGEMENT AGREEMENT

Made as of the 13 day of May, 2002

Between

INTERNATIONAL PURSUIT CORPORATION
a corporation incorporated under the laws of the Province of Ontario

and

NEVORO GOLD CORPORATION
a corporation continued under the laws of the Province of Ontario

----------------------------------------------------------

▇▇▇▇▇▇▇▇ ▇▇▇▇▇
________

Barristers & Solicitors

TABLE OF CONTENTS

GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 1 INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

1.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

1.2 In this Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

1.3 Interpretation Not Affected by Headings. . . . . . . . . . . . . . . . . . . 4

1.4 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

1.5 Date for Any Action. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

1.6 Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

1.7 Accounting Principles. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

1.8 Appendices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

1.9 Appendix Title. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

1.10 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

SECTION 2 ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

2.1 Arrangement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

2.2 Effective Date of Arrangement. . . . . . . . . . . . . . . . . . . . . . . . 6

2.3 Commitment to Effect Arrangement . . . . . . . . . . . . . . . . . . . . . . 7

2.4 Filing of Final Order. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

SECTION 3 REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . . . . . 8

3.1 Representations and Warranties of Pursuit. . . . . . . . . . . . . . . . . . 8

3.2 Representations and Warranties of Nevoro . . . . . . . . . . . . . . . . . . 13

SECTION 4 COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

4.1 Covenants of Nevoro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

4.2 Covenants of Pursuit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

(v)

Page Dvi

4.3 Interim Order and Final Order. . . . . . . . . . . . . . . . . . . . . . . . 23

4.4 Co-operation, Consents and Approvals . . . . . . . . . . . . . . . . . . . . 24

4.5 Material Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

4.6 Notification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

SECTION 5 CONDITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

5.1 Conditions Precedent for the Benefit of Nevoro . . . . . . . . . . . . . . . 25

5.2 Conditions Precedent for the Benefit of Pursuit. . . . . . . . . . . . . . . 26

5.3 Mutual Conditions Precedent. . . . . . . . . . . . . . . . . . . . . . . . . 26

5.4 Conditions and Obligations of Each Party . . . . . . . . . . . . . . . . . . 27

5.5 Notice and Cure Provisions . . . . . . . . . . . . . . . . . . . . . . . . . 27

5.6 Arrangement and Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . 28

5.7 Arrangement and Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . 28

SECTION 6 AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . 28

6.1 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

6.2 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

6.3 Effect of Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

SECTION 7 MERGER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

7.1 Merger of Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

7.2 Merger of Representations, Warranties and Covenants. . . . . . . . . . . . . 30

SECTION 8 GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

8.1 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

8.2 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

8.3 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

8.4 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

8.5 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

8.6 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

8.7 Time of Essence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

8.8 Unenforceability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

8.9 Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

8.10 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

(vi)

Page Dvii

8.11 Counterpart Executions and Facsimile Transmissions . . . . . . . . . . . . . 33

APPENDIX 1 TO THE ARRANGEMENT AGREEMENT MADE AS OF __, 2002 BETWEEN
INTERNATIONAL PURSUIT CORPORATION AND NEVORO GOLD CORPORATION

International Pursuit Corporation. . . . . . . . . . . . . . . . . . . . . . . . . . . 2

International Pursuit Corporation. . . . . . . . . . . . . . . . . . . . . . . . . . . 3

International Pursuit Corporation. . . . . . . . . . . . . . . . . . . . . . . . . . . 4

International Pursuant Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . 5

(vii)

ARRANGEMENT AGREEMENT

This Agreement made as of the 13 day of May, 2002, between

INTERNATIONAL PURSUIT CORPORATION
A corporation incorporated pursuant to the laws of the
Province of Ontario, and having a head office at the
City of Toronto, Ontario

("Pursuit")

and

NEVORO GOLD CORPORATION,
A corporation continued under the laws of the Province
of Ontario, and having a head office at the City of
Toronto, Ontario

("Nevoro")

RECITALS

A. Pursuit and Nevoro wish to proceed with a proposed merger by way
of Plan of Arrangement under the Act whereby the Shareholders of Pursuit (the
"Pursuit Shareholders") and the Shareholders of Nevoro (the "Nevoro
Shareholders") will exchange their Pursuit Common Shares and their Nevoro Common
Shares (as applicable) for Common Shares in a combined entity to be known as
Apollo Gold Corporation ("Apollo");

B. Pursuit proposes to convene a meeting of the Pursuit Shareholders
to consider the Arrangement on the terms set forth in the Plan of Arrangement
annexed as Appendix 1 hereto;

C. The respective boards of directors of Pursuit and Nevoro have
unanimously determined that it would be advisable and in the best interests of
their respective corporations to enter into this Agreement.

D. Upon the Arrangement becoming effective, among other things, the
outstanding Pursuit Common Shares will be exchanged for Apollo Common Shares in
accordance with the provisions of this Agreement and the Plan of Arrangement;
and

E. The parties have entered into this Agreement to provide for the
matters referred to in the foregoing recitals and for other matters relating to
the Arrangement.

NOW THEREFORE, in consideration of the premises and the respective covenants and
agreements herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each of the parties
hereto, the parties hereto hereby covenant and agree as follows:

Page D2

SECTION 1 INTERPRETATION

1.1 DEFINITIONS

1.2 IN THIS AGREEMENT:

(1) "ACT" means the Business Corporations Act (Ontario) as amended;

(2) "AGREEMENT" means this arrangement agreement including the Appendices
attached hereto, as the same may be supplemented or amended from time to
time;

(3) "APOLLO" means Apollo Gold Corporation, the company to be formed by the
merger of Pursuit and Nevoro pursuant to the terms of this Agreement and
the Plan of Arrangement;

(4) "APOLLO COMMON SHARES" means the common shares without par value in the
authorized capital of Apollo;

(5) "APOLLO WARRANTS" means the share purchase warrants to be issued in
exchange for the Pursuit Warrants pursuant to the Plan of Arrangement, each
whole warrant entitling the holder to acquire one Apollo Common Share at an
exercise price of U.S. $1.60 per share until March 21, 2004;

(6) "APPLICABLE LAWS" means collectively the Competition Act (Canada), the
Investment Canada Act, the applicable securities laws of the provinces and
territories of Canada, the Act, the rules of the TSX, the United States
Securities Act of 1933, the United States Securities Exchange Act of 1934,
as amended, and state securities or "blue-sky" laws of the states of the
United States;

(7) "ARRANGEMENT" means the statutory arrangement involving Pursuit and Nevoro,
pursuant to Section 182 of the Act as contemplated by the provisions of
this Agreement and the Plan of Arrangement or any amendment or variation
thereto made in accordance with the terms thereof;

(8) "BUSINESS DAY" means a day which is not a Saturday, Sunday or statutory
holiday in the Province of Ontario;

(9) "COURT" means the Ontario Superior Court of Justice;

(10) "DIRECTOR" means the Director under the Act;

(11) "EFFECTIVE DATE" means the date that certified copies of the Final Order
and Agreement, including the Plan of Arrangement, are accepted for filing
by the Director under the Act giving effect to the Arrangement;

(12) "EFFECTIVE TIME" means 12:01 a.m., Toronto time, on the Effective Date;

Page D3

(13) "FINAL ORDER" means the final order of the Court approving the Arrangement
pursuant to the Act;

(14) "INFORMATION CIRCULAR" means the definitive form, together with any
amendments thereto, of the management information circular of Pursuit
prepared in accordance with applicable laws to be sent to the Pursuit
Shareholders in connection with the Meeting;

(15) "INTERIM ORDER" means the interim order of the Court pursuant to the
application therefor contemplated by Section 4.3 hereof;

(16) "MATERIAL ADVERSE EFFECT" means a material adverse effect on the business,
assets, properties, condition (financial or otherwise), results of
operations or prospects of the entity or entities in question;

(17) "MEETING" means the annual and special meeting of the Pursuit Shareholders
and any adjournment or postponement thereof, to be held to consider, among
other things, and, if deemed advisable, approve the Arrangement;

(18) "NEVORO" means Nevoro Gold Corporation, a company continued under the laws
of the Province of Ontario;

(19) "NEVORO COMMON SHARES" means the common shares without par value in the
authorized capital of Nevoro;

(20) "PERSON" means and includes an individual, sole proprietorship,
partnership, unincorporated association, unincorporated syndicate,
unincorporated organization, trust, body corporate, a trustee, executor,
administrator or other legal representative and the Crown or any agency or
instrumentality thereof;

(21) "PLAN OF ARRANGEMENT" means the plan of arrangement which is attached to
this Agreement as Appendix 1 and any amendment or variation thereto made in
accordance with Section 6.1 hereof;

(22) "PUBLIC DOCUMENTS" means collectively documents or information filed by
Pursuit under Applicable Laws, including, without limitation, Pursuit's:
(i) 2001 Annual Report to shareholders; (ii) proxy circular relating to
Pursuit's 2001 Annual Meeting of Shareholders; (iii) 2001 Annual
Information Form; and (iv) report for the quarter ended December 31, 2001;

(23) "PURSUIT" means International Pursuit Corporation, a corporation
incorporated under the laws of the Province of Ontario;

(24) "PURSUIT COMMON SHARES" means the common shares without par value in the
authorized capital of Pursuit;

Page D4

(25) "PURSUIT COMPENSATION WARRANTS" means the share purchase warrants issued by
Pursuit to BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Partners on
March 21, 2002, each compensation warrant entitling the holder to acquire
one Pursuit Common Share at a price of U.S. $1.60 until March 21, 2004.

(26) "PURSUIT DEBENTURES" means the presently outstanding 0.0% secured
convertible debentures of Pursuit in the aggregate principal amount of U.S.
$23 million, which each U.S. $1,000 principal amount of debentures
entitling the holder thereof to acquire 1,250 Pursuit Common Shares and
312.50 Pursuit Warrants in accordance with the terms and conditions
thereof;

(27) "PURSUIT OPTIONS" means the rights (whether or not vested) to purchase
Pursuit Common Shares which are presently or from time to time outstanding;

(28) "PURSUIT SHAREHOLDERS" means the holders of the outstanding Pursuit Common
Shares;

(29) "PURSUIT WARRANTS" means the share purchase warrants issuable upon
conversion of the Pursuit Debentures, each whole warrant entitling the
holder to acquire one Pursuit Common Share at an exercise price of U.S.
$1.60 per share until March 21, 2004;

(30) "SUBSIDIARY" means with respect to a specified body corporate, a body
corporate of which more than 50% of the outstanding shares ordinarily
entitled to elect a majority of the directors thereof, whether or not
shares of any other class or classes shall or might be entitled to vote
upon the happening of any event or contingency, are at the time owned,
directly or indirectly, by such specified body corporate, and includes a
body corporate in like relation to a Subsidiary;

(31) "TSX" means the Toronto Stock Exchange; and

(32) "1933 ACT" means the United States Securities Act of 1933, as amended and
the rules and regulations thereunder.

1.3 INTERPRETATION NOT AFFECTED BY HEADINGS

The division of this Agreement into articles, sections, subsections,
paragraphs and subparagraphs and the insertion of headings are for convenience
of reference only and shall not affect the construction or interpretation of the
provisions of this Agreement. The terms "this Agreement," "hereof," "herein,"
"hereunder" and similar expressions refer to this Agreement and the appendices
hereto as a whole and not to any particular article, section, subsection,
paragraph or subparagraph hereof and include any agreement or instrument
supplementary or ancillary hereto.

1.4 CONSTRUCTION

In this Agreement, unless something in the context is inconsistent
therewith:

Page D5

(a) the words "include" or "including" when following any general term or
statement are not to be construed as limiting the general term or
statement to the specific items or matters set forth or to similar
items or matters, but rather as permitting it to refer to all other
items or matters that could reasonably fall within its broadest
possible scope;

(b) a reference to a statute shall be deemed to include every regulation
made pursuant thereto, all amendments to the statute or to any such
regulation enforced from time to time, and any statute or regulation
that supplements or supersedes such statute or any such regulation;

(c) a reference to time or date is to the local time or date in ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, unless specifically indicated otherwise;

(d) a reference to a particular corporation includes the corporation
derived from the amalgamation of the particular corporation, or of a
corporation to which such reference is extended by this paragraph (d),
with one or more other corporations;

(e) a word importing the masculine gender includes the feminine or neuter
and a word importing the singular includes the plural and vice versa;
and

(f) a reference to "approval," "authorization," "consent," "designation"
or "notice" means written approval, authorization, consent,
designation or notice unless specifically indicated otherwise.

1.5 DATE FOR ANY ACTION

In the event that any date on which any action is required to be taken
hereunder by either of the parties is not a Business Day, such action shall be
required to be taken on the next succeeding day which is a Business Day in such
place, unless otherwise agreed to.

1.6 CURRENCY

All sums of money which are referred to in this Agreement are expressed in
lawful money of Canada unless otherwise specified.

1.7 ACCOUNTING PRINCIPLES

Whenever in this Agreement reference is made to generally accepted
accounting principles, such reference shall be deemed to be to the Canadian
generally accepted accounting principles from time to time approved by the
Canadian Institute of Chartered Accountants, or any successor thereto,
applicable as at the date on which a calculation is made or required to be made
in accordance with generally accepted accounting principles.

Page D6

1.8 APPENDICES

The following appendix is attached hereto and shall be deemed to be
incorporated into and form part of this Agreement:

1.9 APPENDIX TITLE

1 Plan of Arrangement

1.10 ENTIRE AGREEMENT

This Agreement, together with the appendices, agreements and other
documents herein or therein referred to, constitute the entire agreement among
the parties pertaining to the subject manner hereof and supersedes all prior
agreements, understandings, negotiations and discussions, whether oral or
written, among the parties with respect to the subject matter hereof.

SECTION 2 ARRANGEMENT

2.1 ARRANGEMENT

Pursuit and Nevoro agree to effect the Arrangement pursuant to the
provisions of Section 182 of the Act on the terms and subject to the conditions
contained in this Agreement and the Plan of Arrangement. In particular, Pursuit
shall as soon as practicable, apply to the Court pursuant to subsection 182(5)
of the Act for the Interim Order providing for, among other things, the calling
and holding of the Meeting for the purposes of considering and, if deemed
advisable, approving the Arrangement. If the Arrangement is approved at the
Meeting in accordance with the Interim Order, Pursuit will take, as soon as
reasonably possible, the necessary steps to submit the Arrangement to the Court
and apply for the Final Order in such fashion as the Court may direct approving
the Arrangement subject to the satisfaction, waiver or release of the conditions
set forth in Section 5. If the Final Order is obtained, subject to the
satisfaction, waiver or release of the conditions set forth in Section 5,
Pursuit will file Articles of Arrangement together with a certified copy of the
Final Order for acceptance by the Director to give effect to the Arrangement
pursuant to Section 183 of the Act.

2.2 EFFECTIVE DATE OF ARRANGEMENT

The Arrangement shall become effective at the Effective Time on the
Effective Date, and at such time, inter alia, the following transactions shall
occur in the following order concurrently with the completion of the
Arrangement:

(a) the outstanding Pursuit Common Shares (excluding, for greater
certainty, any Pursuit Common Shares issued pursuant to the conversion
of the Pursuit Debentures) shall be consolidated (the "Pursuit Share
Consolidation") on a basis of one (1) Pursuit Common Share for each
43.57 Pursuit Common Shares previously held by the Pursuit
Shareholders;

Page D7

(b) the terms of each of the outstanding Pursuit Options will be amended
to: (i) consolidate the number of Pursuit Shares which the holder of
the Pursuit Option is entitled to acquire upon the exercise thereof on
the basis of one Pursuit Share for every 43.57 Pursuit Shares which
the Pursuit Option previously entitled the holder to acquire; and (ii)
to increase the purchase price of the Pursuit Shares which the Pursuit
Option entitles the holder to acquire by the amount stipulated by the
terms governing such Pursuit Option in the event of a consolidation in
the share capital of Pursuit;

(c) all of the outstanding Pursuit Debentures shall be converted into the
underlying Pursuit Common Shares and Pursuit Warrants;

(d) immediately following the Pursuit Share Consolidation, all of the
Pursuit Common Shares outstanding on the Effective Date will be
exchanged for Apollo Common Shares on the basis of one (1) Apollo
Common Share for each one (1) Pursuit Common Share held;

(e) all of the outstanding Pursuit Options (as amended in accordance with
paragraph (b) above) will be exchanged for options (the "Apollo
Options") to acquire Apollo Shares on the basis of one Apollo Option
for each Pursuit Option held;

(f) all Pursuit Warrants outstanding on the Effective Date will be
exchanged for Apollo Warrants on the basis of one (1) Apollo Warrant
for each one (1) Pursuit Warrant held;

(g) all Pursuit Compensation Warrants outstanding on the Effective Date
will be exchanged for Apollo Warrants on the basis of one (1) Apollo
Warrant for each one (1) Pursuit Compensation Warrant held;

(h) all Nevoro Common Shares outstanding on the Effective Date will be
exchanged for an aggregate of 1,970,000 Apollo Common Shares; and

(i) Pursuit and Nevoro will be amalgamated and the options of Pursuit and
Nevoro will be merged on the terms and subject to the conditions
contained in this Agreement and the Plan of Arrangement.

2.3 COMMITMENT TO EFFECT ARRANGEMENT

Subject to satisfaction of the terms and conditions of this Agreement and
termination pursuant to Section 6, the parties shall each use all reasonable
efforts and do all things reasonably required to cause the Arrangement to become
effective on June [21], 2002, or on such other date as Pursuit and Nevoro may
mutually determine and, in conjunction therewith, to cause the transactions
contemplated by the Plan of Arrangement to be completed prior to the Effective
Date. Without limiting the generality of the foregoing, the parties shall
proceed forthwith to

Page D8

apply for the Interim Order and, upon the granting thereof, Pursuit shall call
the Meeting and mail the Information Circular to the Pursuit Shareholders.

2.4 FILING OF FINAL ORDER

Subject to the rights of termination contained in Section 6 hereof, upon
the Pursuit Shareholders approving the Arrangement by special resolution in
accordance with the provisions of the Act, Pursuit obtaining the Final Order and
the other conditions contained in Section 5 hereof being complied with, Pursuit
shall file certified copies of the Final Order and this Agreement with the
Director pursuant to Section 183 of the Act, together with such other documents
as may be required in order to effect the Arrangement and shall request that
such certified copy of the Final Order be accepted for filing by the Director.
Upon such filing and issuance by the Director of certified copies of such
documents giving effect to the Arrangement pursuant to Section 183 of the Act,
Nevoro and Pursuit shall exchange such other documents as may be necessary or
desirable in connection with the completion of the transactions contemplated by
this Agreement and the Plan of Arrangement.

SECTION 3 REPRESENTATIONS AND WARRANTIES

3.1 REPRESENTATIONS AND WARRANTIES OF PURSUIT

Pursuit hereby represents and warrants to Nevoro as follows (and
acknowledges that Nevoro is relying upon these representations and warranties in
connection with the entering into of this Agreement):

(a) Pursuit has been duly incorporated and organized, and is validly
existing as a corporation, under the laws of the Province of Ontario,
and has full corporate power and authority to own its assets and
conduct its business as now owned and conducted;

(b) Pursuit is duly qualified to carry on business, and is in good
standing, in each jurisdiction in which the character of its
properties, owned or leased, or the nature of its activities makes
such qualification necessary, except where the failure to be so
qualified will not have a Material Adverse Effect on Pursuit and its
Subsidiaries on a consolidated basis;

(c) each Subsidiary of Pursuit has been duly incorporated and organized,
and is validly existing as a corporation in good standing, under the
laws of its jurisdiction of incorporation as set forth in the Annual
Information Form of Pursuit dated May 2, 2001 and is duly qualified to
carry on business in each jurisdiction in which the character of its
properties, owned or leased, or the nature of its activities makes
such qualification necessary, except where the failure to be so
qualified will not have a Material Adverse Effect on Pursuit and its
Subsidiaries on a consolidated basis;

Page D9

(d) Pursuit and each of its Subsidiaries has complied with and is in
compliance with all laws and regulations applicable to the operation
of its respective businesses, including the Applicable Laws, except
where failure so to comply will not have a Material Adverse Effect on
Pursuit and its Subsidiaries on a consolidated basis, and has all the
licenses, permits, orders or approvals of, and each of them has made
all required registrations with, any governmental or regulatory body
that is material to the conduct of its business;

(e) the authorized capital of Pursuit consists of an unlimited number of
Pursuit Common Shares. As of the date hereof, 36,293,061 Pursuit
Common Shares are issued and outstanding, up to a maximum of
28,750,000 Pursuit Common Shares may be issued pursuant to conversion
of the Pursuit Debentures; up to a maximum of 7,187,500 Pursuit Common
Shares may be issued pursuant to the Pursuit Warrants and up to a
maximum of 718,750 Pursuit Common Shares may be issued pursuant to the
Pursuit Compensation Warrants;

(f) other than Pursuit Debentures, Pursuit Warrants, Pursuit Compensation
Warrants and the Pursuit Options there are no options, warrants,
conversion privileges, calls or other rights, agreements,
arrangements, commitments or obligations of Pursuit or its
Subsidiaries to issue or sell any Pursuit Common Shares or any shares
of the capital stock of its Subsidiaries or securities or obligations
of any kind convertible into or exchangeable for any Pursuit Common
Shares or any shares in the capital stock of any of its Subsidiaries
or any other person, nor are there outstanding any stock appreciation
rights, phantom equity or similar rights, agreements, arrangements or
commitments based upon the book value, income or any other attribute
of Pursuit or any of its Subsidiaries. The holders of outstanding
Pursuit Common Shares, Pursuit Debentures, Pursuit Warrants, Pursuit
Compensation Warrants and Pursuit Options are not entitled to any
pre-emptive or other similar rights;

(g) Pursuit has the requisite corporate power and authority to enter into
this Agreement and to perform its obligations hereunder;

(h) other than in connection with or in compliance with the provisions of
the Applicable Laws, no authorization, consent or approval of, or
filing with, any public body, court or authority is necessary for the
consummation by Pursuit of its obligations under this Agreement;

(i) the execution and delivery of this Agreement by Pursuit and the
consummation by Pursuit of the transactions contemplated by this
Agreement have been or will be duly authorized by the board of
directors of Pursuit and, other than the Meeting, no other corporate
proceedings on the part of Pursuit are necessary to authorize this
Agreement and the transactions contemplated hereby;

(j) this Agreement has been duly executed and delivered by Pursuit and
constitutes a valid and binding obligation of Pursuit, enforceable by
Nevoro against Pursuit in

Page D10

accordance with its terms, subject to bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium and other laws
relating to or affecting creditors' rights generally and to general
principles of equity;

(k) the execution and delivery by Pursuit of this Agreement and
performance by it of its obligations hereunder will not:

(i) result in a violation or breach of any provision of:

(A) its articles of incorporation, by-laws or the constating
documents of any of its Subsidiaries; or

(B) subject to obtaining the required regulatory approvals under
the Applicable Laws, any law, regulation, order, judgment or
decree to which it or its Subsidiaries is subject or by
which it is bound; or

(C) any agreement, contract, license, franchise or permit to
which it is a party or by which it or its Subsidiaries is
bound;

(ii) give rise to any right of termination, or acceleration of
indebtedness, or cause any indebtedness to come due before its
stated maturity, in any case, or give rise to any rights of first
refusal or change in control or influence or any restriction or
limitation under any such agreement, contract, license, franchise
or permit; or

(iii) result in the imposition of any encumbrance, charge or lien upon
any of its assets or the assets of any of its Subsidiaries other
than any such violations, breaches, rights or encumbrances,
charges or liens that will not, individually or in the aggregate,
prevent or materially delay consummation of the transactions
contemplated by this Agreement;

(l) other than as referred to in Pursuit's Public Documents, or as set
forth in a list provided to Nevoro of such agreements, there are no
agreements material to the conduct of Pursuit's business and Nevoro
has been provided with true and complete copies of all such material
agreements. Except as disclosed in writing to Nevoro, no approval or
consent of any person is needed in order that the agreements continue
in full force and effect following consummation of the transactions
contemplated hereby;

(m) the Public Documents of Pursuit are, as of their respective dates, in
compliance in all material respects with the Applicable Laws and did
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they
were made, not misleading as at the time at which they were filed with
applicable securities regulatory authorities;

Page D11

(n) the audited consolidated balance sheets and related consolidated
statement of loss and deficit and consolidated statement of cash flows
of Pursuit for fiscal year ending December 31, 2001, and the unaudited
consolidated balance sheets and related consolidated statement of loss
and deficit and consolidated statement of cash flows for the period
ended March 31, 2002 (the "Pursuit Financial Statements") and
contained in the Public Documents, were prepared in accordance with
generally accepted accounting principles in Canada consistently
applied, and fairly present the consolidated financial condition of
Pursuit at the respective dates indicated and the results of
operations of Pursuit (on a consolidated basis) for the periods
covered;

(o) since December 31, 2001, and except as disclosed in the Public
Documents:

(i) Pursuit and its Subsidiaries have conducted their respective
businesses only in the usual, ordinary and regular course and
consistent with past practice;

(ii) no liability or obligation of any nature (whether absolute,
accrued, contingent or otherwise) that has had or is reasonably
likely to have a Material Adverse Effect on Pursuit and its
Subsidiaries on a consolidated basis has been incurred by Pursuit
or any of its Subsidiaries; and

(iii) there has not been any event that has had or is reasonably
likely to have a Material Adverse Effect on Pursuit and its
Subsidiaries on a consolidated basis;

(p) except as set forth in the Public Documents or as disclosed previously
in writing to Nevoro, none of Pursuit or its Subsidiaries is a party
to any written or oral agreement providing for severance or
termination payments to, or any employment agreement with, any senior
officer or director, and is not a party to any collective bargaining
or similar agreement;

(q) except as set forth in the Public Documents or as set forth in
documents previously delivered by Pursuit to Nevoro, Pursuit and its
Subsidiaries have no employee benefit plans and Pursuit and each of
its Subsidiaries have complied with all federal, provincial, state,
local or foreign laws relating to wages, fringe benefits and the
payment of withholding and similar taxes, has complied with all
applicable provisions of all legislation dealing with employees and
employee pension and other benefit plans, has made all filings
required to be made in connection with such plans and has made in a
timely manner all contributions to any such plan that they are
required to make, the omission of which would have any Material
Adverse Effect on Pursuit and its Subsidiaries on a consolidated
basis.

Page ▇▇▇

(▇) the corporate records and minute books of Pursuit and its Subsidiaries
have been maintained in accordance with all applicable statutory
requirements and are complete and accurate in all material respects;

(s) to the best of Pursuit's knowledge, the business carried on by Pursuit
and its Subsidiaries complies with all applicable environmental laws;

(t) none of Pursuit and its Subsidiaries has received any environmental
notice which has not been resolved to the satisfaction of the issuer
of the environmental notice, and none of Pursuit and its Subsidiaries
is aware of any facts which are reasonably likely to give rise to an
environmental notice;

(u) Pursuit and its Subsidiaries have obtained all permits required under
applicable environmental laws in order for their business to be
carried on as now conducted and such permits are valid and in full
force and effect;

(v) to the best of Pursuit's knowledge, all hazardous substances disposed
of, treated or stored on or off site of the respective mineral tenures
of Pursuit and its Subsidiaries have been disposed of, treated and
stored in compliance with all applicable environmental laws;

(w) each of Pursuit and its Subsidiaries has prepared in a true, correct
and complete manner, and duly and timely filed or cause to be filed,
all tax returns, material elections, filings and reports required to
be filed by it, has paid or caused to be paid, all taxes which are now
due and payable in all material respects, and has made adequate
provision in the Pursuit Financial Statements for all the taxes to
become due, as the case may be; and with respect to any period after
March 31, 2002, no liability for taxes has arisen for Pursuit or its
Subsidiaries, except for taxes in the ordinary course of its business;

(x) each of Pursuit and its Subsidiaries has made adequate and timely
installments on account of material taxes for each period ending on or
prior to the date of this Agreement;

(y) each of Pursuit and its Subsidiaries has withheld from payments made
to its past or present employees, officers and directors, and to
non-residents, the required amount in respect of taxes and other
deductions to be withheld therefrom, and has remitted any withheld
amounts to the applicable governmental entity within the required time
periods under the applicable tax legislation;

(z) neither Pursuit nor any of its Subsidiaries has received any refund of
taxes or any credit against taxes from any relevant governmental
entity to which it was not entitled and which has not been returned to
any relevant governmental entity;

(aa) all tax returns of Pursuit and its Subsidiaries have been filed and
there are no outstanding waivers of any limitation periods or
agreements providing for an

Page D13

extension of time for filing of any tax return, election or
designation or the payment of any taxes;

(bb) there is not now any claim concerning any tax liability of Pursuit or
any of its Subsidiaries either (a) claimed or raised by any
governmental entity in writing; or (b) as to which Pursuit has
knowledge;

(cc) to the best of Pursuit's knowledge, neither Pursuit nor any of its
Subsidiaries has any liability for the taxes or any other corporation
under any applicable tax law as a transferee, successor, by contract,
operation of law or otherwise; and

(dd) except as set forth or reflected in the Public Documents, or as
disclosed previously in writing to Nevoro, there is no claim, action,
proceeding, or investigation pending or, to the knowledge of Pursuit,
threatened against or relating to Pursuit or any of its Subsidiaries
or affecting any of their properties or assets before any court or
governmental or regulatory authority or body that, if adversely
determined, is likely to have a Material Adverse Effect on Pursuit and
its Subsidiaries on a consolidated basis or prevent or materially
delay consummation of the transactions contemplated by this Agreement,
nor is Pursuit aware of any basis for any such claim, action,
proceeding or investigation. Neither Pursuit nor any of its
Subsidiaries is subject to any outstanding order, writ, injunction or
decree that has had or is reasonably likely to have a Material Adverse
Effect on Pursuit and its Subsidiaries on a consolidated basis or
prevent any materially delay consummation of the transactions
contemplated by this Agreement.

3.2 REPRESENTATIONS AND WARRANTIES OF NEVORO

Nevoro hereby represents and warrants to Pursuit as follows (and
acknowledges that Pursuit is relying upon these representations and warranties
in connection with the entering into of this Agreement):

(a) Nevoro has been duly continued, and is validly existing, as a company
under the laws of the Province of Ontario, and has full corporate
power and authority to own its assets and conduct its business, as now
owned and conducted;

(b) Nevoro is duly qualified to carry on business, and is in good
standing, in each jurisdiction in which the character of its
properties, owned or leased, or the nature of its activities makes
such qualification necessary, except where the failure to be so
qualified will not have a Material Adverse Effect on Nevoro and its
Subsidiaries on a consolidated basis;

(c) each Subsidiary of Nevoro has been duly incorporated and organized,
and is validly existing as a corporation in good standing, under the
laws of its jurisdiction of incorporation and is duly qualified to
carry on business in each jurisdiction in which the character of its
properties, owned or leased, or the nature

Page D14

of its activities makes such qualification necessary, except where the
failure to be so qualified will not have a Material Adverse Effect on
Nevoro and its Subsidiaries on a consolidated basis;

(d) Nevoro and each of its Subsidiaries has complied with and is in
compliance with all laws and regulations applicable to the operation
of its respective businesses, including the Applicable Laws, except
where failure so to comply will not have a Material Adverse Effect on
Nevoro and its Subsidiaries on a consolidated basis, and has all the
licenses, permits orders or approvals of, and each of them has made
all required registrations with, any governmental or regulatory body
that is material to the conduct of its business;

(e) the authorized capital of Nevoro consists of an unlimited number of
Nevoro Common Shares and as of the date hereof, 1,970,000 Nevoro
Common Shares are issued and outstanding;

(f) there are no options, warrants, conversion privileges, calls or other
rights, agreements, arrangements, commitments or obligations of Nevoro
to issue or sell any Nevoro Common Shares or any securities or
obligations of any kind convertible into or exchangeable for any
Nevoro Common Shares, nor are there outstanding any stock appreciation
rights, phantom equity or similar rights, agreements, arrangements or
commitments based upon the book value, income or any other attribute
of Nevoro. The holders of outstanding Nevoro Common Shares are not
entitled to any pre-emptive or other similar rights;

(g) Nevoro has the requisite corporate power and authority to enter into
this Agreement and to carry out its obligations hereunder;

(i) the execution and delivery of this Agreement by Nevoro and the
consummation by Nevoro of the transactions contemplated by this
Agreement have been or will be duly authorized by its board of
directors of Nevoro and no other corporate proceedings on the part of
Nevoro are necessary to authorize this Agreement and the transactions
contemplated hereby;

(j) this Agreement has been duly executed and delivered by Nevoro and
constitutes a valid and binding obligation of Nevoro, enforceable by
Pursuit against Nevoro in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other laws relating to or affecting creditors' rights
generally and to general principles of equity;

Page ▇▇▇

(▇) the execution and delivery by Nevoro of this Agreement and the
performance by it of its obligations hereunder will not:

(i) result in a violation or breach of any provision of:

(A) its articles of incorporation or by-laws;

(B) subject to obtaining the required regulatory approvals under
the Applicable Laws, any law, regulation, order, judgment or
decree to which it is subject or by which it is bound;

(iii) result in the imposition of any encumbrance, charge or lien upon
any of its assets, other than any such violations, breaches,
rights or encumbrances, charges or liens that will not,
individually or in the aggregate, prevent or materially delay
consummation of the transactions contemplated by this Agreement;

(l) Pursuit has been provided with true and complete copies of all
material agreements relating to the business of Nevoro and its
Subsidiaries or access thereto. Except as disclosed in writing to
Pursuit, no approval or consent of any person is needed in order that
the agreements continue in full force and effect following
consummation of the transactions contemplated hereby;

(m) other than in connection with or in compliance with the provisions of
Applicable Laws, no authorization, consent or approval of, or filing
with, any public body, court or authority is necessary on the part of
Nevoro for the consummation of the transactions contemplated by this
Agreement, except for such authorizations, consents, approvals and
filings as to which the failure to obtain or make would not,
individually or in the aggregate, prevent or materially delay
consummation of the transactions contemplated by this Agreement;

(n) the documents or information of Nevoro and its Subsidiaries provided
to Pursuit do not contain any untrue statement of material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements made therein, in light of the
circumstances under which they were made, not misleading as at the
time they were provided to Pursuit;

Page D16

(o) since February 1, 2002, and except as disclosed to Pursuit:

(i) each of Nevoro and its Subsidiaries have conducted its respective
business in the usual, ordinary and regular course and consistent
with past practice;

(ii) no liability or obligation of any nature (whether absolute,
accrued, contingent or otherwise) that has had or is reasonably
likely to have a Material Adverse Effect on Nevoro and its
Subsidiaries on a consolidated basis have been incurred by Nevoro
or any of its Subsidiaries; and

(iii) there has not been any event that has had or is reasonably
likely to have a Material Adverse Effect on Nevoro and its
Subsidiaries on a consolidated basis;

(p) the corporate records and minute books of Nevoro and its Subsidiaries
have been maintained in accordance with all applicable statutory
requirements and are complete and accurate in all material respects;

(q) except as set forth in the documents or information concerning Nevoro
and its Subsidiaries provided to Pursuit and except as disclosed
previously in writing to Pursuit, none of Nevoro or its Subsidiaries
is a party to any written or oral agreement providing for severance or
termination payments to, or any employment agreement with, any senior
officer or director, and is not a party to any collective bargaining
or similar agreement;

(r) except as set forth in the documents or information concerning Nevoro
and its Subsidiaries provided to Pursuit and except as disclosed
previously in writing to Pursuit, Nevoro and its Subsidiaries have no
employee benefit plans and Nevoro and each of its Subsidiaries have
complied with all federal, provincial, state, local or foreign laws
relating to wages, fringe benefits and the payment of withholding and
similar taxes, has complied with all applicable provisions of all
legislation dealing with employees and employee pension and other
benefit plans, has made all filings required to be made in connection
with such plans and has made in a timely manner all contributions to
any such plan that they are required to make, the omission of which
would have any Material Adverse Effect on Nevoro and its Subsidiaries
on a consolidated basis;

(s) to the best of Nevoro's knowledge, the business carried on by Nevoro
and its Subsidiaries complies with all applicable environmental laws;

(t) none of Nevoro and its Subsidiaries has received any environmental
notice which has not been resolved to the satisfaction of the issuer
of the environmental notice, and none of Nevoro and its Subsidiaries
is aware of any facts which are reasonably likely to give rise to an
environmental notice;

Page ▇▇▇

(▇) Nevoro and its Subsidiaries have obtained all permits required under
applicable environmental laws in order for their business to be
carried on as now conducted and such permits are valid and in full
force and effect;

(v) to the best of Nevoro's knowledge, all hazardous substances disposed
of, treated or stored on or off site of the respective mineral tenures
of Nevoro and its Subsidiaries have been disposed of, treated and
stored in compliance with all applicable environmental laws;

(w) each of Nevoro and its Subsidiaries has prepared in a true, correct
and complete manner, and duly and timely filed or cause to be filed,
all tax returns, material elections, filings and reports required to
be filed by it, has paid or caused to be paid, all taxes which are now
due and payable in all material respects, and has made adequate
provision in its financial statements for all the taxes to become due,
as the case may be; and with respect to any period after March 31,
2002, no liability for taxes has arisen for Nevoro or its
Subsidiaries, except for taxes in the ordinary course of its business;

(x) each of Nevoro and its Subsidiaries has made adequate and timely
installments on account of material taxes for each period ending on or
prior to the date of this Agreement;

(y) each of Nevoro and its Subsidiaries has withheld from payments made to
its past or present employees, officers and directors, and to
non-residents, the required amount in respect of taxes and other
deductions to be withheld therefrom, and has remitted any withheld
amounts to the applicable governmental entity within the required time
periods under the applicable tax legislation;

(z) neither Nevoro nor any of its Subsidiaries has received any refund of
taxes or any credit against taxes from any relevant governmental
entity to which it was not entitled and which has not been returned to
any relevant governmental entity;

(aa) all tax returns of Nevoro and its Subsidiaries have been filed and
there are no outstanding waivers of any limitation periods or
agreements providing for an extension of time for filing of any tax
return, election or designation or the payment of any taxes;

(bb) there is not now any claim concerning any tax liability of Nevoro or
any its Subsidiaries either (a) claimed or raised by any governmental
entity in writing; or (b) as to which Nevoro has knowledge;

(cc) to the best of Nevoro's knowledge, neither Nevoro nor any of its
Subsidiaries has any liability for the taxes of any other corporation
under any applicable tax law as a transferee, successor, by contract,
operation of law or otherwise; and

Page ▇▇▇

(▇▇) except as disclosed previously in writing to Pursuit, there is no
claim, action, proceeding or investigation pending or, to the
knowledge of Nevoro, threatened against or relating to Nevoro or its
Subsidiaries or affecting their respective properties or assets before
any court or governmental or regulatory authority or body that, if
adversely determined, is likely to have a Material Adverse Effect on
Nevoro and its Subsidiaries on a consolidated basis or prevent or
materially delay consummation of the transactions contemplated by this
Agreement, nor is Nevoro aware of any basis for any such claim,
action, proceeding or investigation. Neither Nevoro nor any of its
Subsidiaries is subject to any outstanding order, writ, injunction or
decree that has had or is reasonably likely to have a Material Adverse
Effect on Nevoro and its Subsidiaries on a consolidated basis or
prevent or materially delay consummation of the transactions
contemplated by this Agreement.

SECTION 4 COVENANTS

4.1 COVENANTS OF NEVORO

Nevoro hereby covenants and agrees with Pursuit that from the date hereof
until the Effective Date:

(a) Nevoro shall and shall cause each of its Subsidiaries to, conduct its
and their respective businesses only in, not take any action except
in, and maintain their respective facilities in, the usual, ordinary
and regular course of business and consistent with past practice,
except as otherwise agreed to in writing by Pursuit;

(b) Nevoro shall not directly or indirectly do or permit to occur any of
the following:

(i) issue, sell, pledge, lease, dispose of, encumber or agree to
issue, sell, pledge lease, dispose of, or encumber (or permit any
of its Subsidiaries to issue, sell, pledge, lease, dispose of,
encumber or agree to issue, sell, pledge, lease, dispose of or
encumber):

(A) any additional shares of, or any options, warrants, calls,
conversion privileges or rights of any kind to acquire any
shares of, any capital stock of Nevoro; or

(B) except in the ordinary course of business, any assets of
Nevoro or any of its Subsidiaries;

(ii) amend or propose to amend its articles or those of any of its
Subsidiaries;

(iii) split, combine or reclassify any outstanding Nevoro Common
Shares, or declare, set aside or pay any dividend or other
distribution payable in cash, stock, property or otherwise with
respect to the Nevoro Common Shares;

Page D19

(iv) redeem, purchase or offer to purchase any Nevoro Common Shares or
other securities of Nevoro;

(v) merge into or with, or amalgamate or consolidate with, or enter
into any other corporate reorganization with, or sell all or
substantially all of its assets to, any corporation, Person,
partnership or other business organization whatsoever or perform
any act or enter into any transaction or negotiation which
interferes or is inconsistent with the completion of the
transaction as contemplated hereby;

(vi) reduce the stated capital of Nevoro or any of its Subsidiaries;

(vii) acquire or agree to acquire (by merger, amalgamation,
acquisition of stock or assets or otherwise) any person,
corporation, partnership or other business organization or
division; or

(viii) incur or commit to incur any indebtedness for borrowed money or
issue any debt securities except for the borrowing of working
capital in the ordinary course of business and consistent with
past practice;

(c) Neither Nevoro or any of its Subsidiaries will enter into any
transaction or incur any obligation if the same would have a Material
Adverse Effect on Nevoro and its Subsidiaries on a consolidated basis
or the Arrangement, other than in the ordinary course of business;

(d) Nevoro shall not, and shall cause each of its Subsidiaries to not:

(i) enter into or modify any employment, severance, collective
bargaining or similar agreements or arrangements with, or grant
any bonuses, salary increases, severance or termination pay to,
any officers or directors other than pursuant to agreements
previously enter into; or

(ii) in the case of employees who are not officers or directors, take
any action other than in the ordinary, regular and usual course
of business and consistent with past practice (none of which
actions shall be unreasonable or unusual) with respect to the
grant of any bonuses, salary increases, severance or termination
pay or with respect to any increase of benefits payable in effect
on the date hereof;

(iii) adopt or amend any bonus, profit sharing, incentive,
compensation, stock option, pension, retirement, deferred
compensation, employment or other employee benefit plan,
agreement, trust, fund or arrangement for the benefit or welfare
of any employee;

(e) Nevoro shall use its best efforts to cause its current insurance (or
re-insurance) policies not to be cancelled or terminated or any of the
coverage thereunder to

Page D20

lapse, unless simultaneously with such termination, cancellation or
lapse, replacement policies underwritten by insurance and reinsurance
companies of nationally recognized standing providing coverage equal
to or greater than the coverage under the cancelled, terminated or
lapsed policies for substantially similar premiums are in full force
and effect;

(f) Nevoro shall:

(i) use its best efforts, and cause each of its Subsidiaries to use
its best efforts, to preserve intact their respective business
organizations and goodwill, to keep available the services of its
officers and employees as a group and to maintain satisfactory
relationships with its suppliers, distributors, customers and
others having business relationships with it or its Subsidiaries;

(ii) not take any action, or permit any of its Subsidiaries to take
any action that would render, or that reasonably may be expected
to render, any representation or warranty made by it in this
Agreement untrue at any time prior to the Effective Time if then
made; and

(g) promptly notify Pursuit orally and in writing of any material adverse
change in the normal course of its or any of its Subsidiaries'
businesses or in the operation of its or any of its Subsidiaries'
businesses or in the operation of any of its Subsidiaries' properties,
and of any material governmental or third party complaints,
investigations or hearings (or communication indicating that the same
may be contemplated);

(h) Nevoro will provide to Pursuit in a timely manner any information and
documents requested by Pursuit to make any necessary filings under
Applicable Laws; and

(i) Nevoro shall perform the obligations required to be performed by it,
and shall enter into all agreements required to be entered into by it,
under this Agreement and the Plan of Arrangement and shall do all such
other acts and things as may be necessary or desireable in order to
carry out and give effect to the Arrangement and related transactions
as described in the Information Circular and, without limiting the
generality of the foregoing, Nevoro shall seek and co-operate with
Pursuit in seeking:

(i) the Interim and Final Order as provided for in Section 4.3, and

(ii) such other consents, orders, rulings, approvals and assurances as
counsel may advise are necessary or desirable for the
implementation of the Arrangement, including those referred to in
Section 5.3.

Page D21

4.2 COVENANTS OF PURSUIT

Pursuit hereby covenants and agrees with Nevoro that except as otherwise
contemplated by this Agreement from the date hereof until the Effective Date:

(a) Pursuit shall, and shall cause each of its Subsidiaries to conduct its
and their respective businesses only in, not take any action except
in, and maintain their respective facilities in, the usual, ordinary
and regular course of business and consistent with past practice,
except as otherwise agreed to in writing by Nevoro;

(b) Pursuit shall not directly or indirectly do or permit to occur any of
the following:

(i) issue, sell, pledge, lease, dispose of, encumber or agree to
issue, sell, pledge, lease, dispose of, or encumber (or permit
any of its Subsidiaries to issue, sell, pledge, lease, dispose
of, encumber or agree to issue, sell, pledge, lease, dispose of
or encumber):

(A) any additional shares of, or any options, warrants, calls,
conversion privileges or rights of any kind to acquire any
shares of, any capital stock of Pursuit or any of its
Subsidiaries other than pursuant to the exercise of the
Pursuit Debentures, Pursuit Warrants and Pursuit
Compensation Warrants; or

(B) except in the ordinary course of business, any assets of
Pursuit or any of its Subsidiaries;

(ii) amend or propose to amend its articles or those of any of its
Subsidiaries;

(iii) split, combine or reclassify any outstanding Pursuit Common
Share, Pursuit Debentures or Pursuit Warrant, or declare, set
aside or pay any dividend or other distribution payable in cash,
stock, property or otherwise with respect to the Pursuit Common
Shares, Pursuit Debentures, Pursuit Warrants and Pursuit
Compensation Warrants;

(iv) redeem, purchase or offer to purchase (or permit any of its
Subsidiaries to redeem, purchase or offer to purchase) any
Pursuit Common Shares, Pursuit Debentures, Pursuit Warrants,
Pursuit Compensation Warrants or other securities of Pursuit or
any of its Subsidiaries;

(v) merge into or with, or amalgamate or consolidate with, or enter
into any other corporate reorganization with, or sell all or any
part of its assets to, any corporation, Person, partnership or
other business organization whatsoever or perform any act or
enter into any transaction or negotiation which interferes or is
inconsistent with the completion of the transaction as
contemplated hereby;

Page ▇▇▇

(▇▇) other than as contemplated in this Agreement and in the Plan of
Arrangement, reduce the stated capital of Pursuit or of any of
its Subsidiaries;

(vii) acquire or agree to acquire (by merger, amalgamation,
acquisition of stock or assets or otherwise) any person,
corporation, partnership or other business organization or
division; or

(d) Pursuit shall use its best efforts to cause its current insurance (or
re-insurance) policies not to be cancelled or terminated or any of the
coverage thereunder to lapse, unless simultaneously with such
termination, cancellation or lapse, replacement policies underwritten
by insurance and reinsurance companies of nationally recognized
standing providing coverage equal to or greater than the coverage
under the cancelled, terminated or lapsed policies for substantially
similar premiums are in full force and effect;

(e) Pursuit shall:

(i) use its best efforts, and cause each of its Subsidiaries to use
its best efforts, to preserve intact their respective business
organizations and goodwill, to keep available the services of its
officers and employees as a group and to maintain satisfactory
relationships with suppliers, distributors, customers and others
having business relationships with it or its Subsidiaries;

Page D23

(iii) promptly notify Nevoro orally and in writing of any material
adverse change in the normal course of its or any of its
Subsidiaries' businesses or in the operation of its or any of its
Subsidiaries' businesses or in the operation of its or any of its
Subsidiaries' properties, and of any material governmental or
third party complaints, investigations or hearings (or
communication indicating that the same may be contemplated);

(f) Pursuit will provide to Nevoro in a timely manner any information and
documents requested by Nevoro to make any necessary filings under
Applicable Laws;

(g) Pursuit will convene the Meeting on or about June 17, 2002 and will
solicit proxies to be voted at the Meeting in favour of the approval
of this Agreement, the Arrangement and the other matters incidental to
the Arrangement;

(h) Pursuit shall, in a timely and expeditious manner, file the
Information Circular in all jurisdictions where the Information
Circular is required to be filed by Pursuit and mail or caused to be
mailed the Information Circular to the Pursuit Shareholders of record,
the directors of Pursuit and the auditors of Pursuit all in accordance
with the terms of the Interim Order and Applicable Law;

(i) Pursuit shall perform the obligations required to be performed by it,
and shall enter into all agreements required to be entered into by it
under this Agreement and the Plan of Arrangement and shall do all such
other acts and things as may be necessary or desirable in order to
carry out and give effect to the transactions as described in the
Information Circular and, without limiting the generality of the
foregoing, Pursuit shall seek:

(i) the approval of the Pursuit Shareholders required for the
implementation of the Arrangement;

(ii) the Interim and Final Order as provided for in Section 4.3, and

(iii) such other consents, orders, rulings, approvals and assurances
as counsel may advise are necessary or desirable for the
implementation of the Arrangement, including those referred to in
Section 5.3.

4.3 INTERIM ORDER AND FINAL ORDER

Pursuit will apply to the Court, pursuant to subsection 182(5) of the Act
for the Interim Order providing for, among other things, the calling and holding
of the Meeting for the purpose of, among other matters, considering and, if
deemed advisable, approving the Arrangement.

Page D24

Pursuit covenants and agrees that if the approval of the Arrangement by the
Pursuit Shareholders of Pursuit as set out in Section 5.1(a) hereof and the
Interim Order is obtained, as soon as practicable thereafter, Pursuit will take
the necessary actions to submit the Arrangement to the Court for approval and
apply for the Final Order in such fashion as the Court may direct and in doing
so, advise the Court, prior to the granting of the Final Order that, if the
Arrangement is approved, the Apollo Common Shares to be issued pursuant to the
Arrangement will not require registration under the 1933 Act by virtue of
Section 3(a)(10) thereof and, subject to compliance with any of the other
conditions provided for in Section 5 hereof and to the rights of termination
contained in Section 6 hereof, file, as soon as practicable thereafter, pursuant
to Section 183 of the Act, a certified copy of the Final Order and this
Agreement, together with such other documents as may be required, with the
Director, to give effect to the Arrangement.

4.4 CO-OPERATION, CONSENTS AND APPROVALS

Each party will, and will cause its Subsidiaries to, co-operate and use
their respective commercially reasonable efforts:

(a) to obtain, before the Effective Date, all authorizations, waivers,
exemptions, consents, orders and other approvals from domestic and
foreign courts, governmental or regulatory agencies, boards,
commissions or other authorities, shareholders and third parties as
are necessary for the consummation of the transactions contemplated
hereby; and

(b) to satisfy each of the conditions precedent to be satisfied by it and
to take, or cause to be taken, all other action and to do, or cause to
be done, all other things necessary or advisable under applicable laws
and regulations to permit the completion of the Arrangement in
accordance with the provisions of this Agreement and the Plan of
Arrangement

4.5 MATERIAL CHANGES

Each of the parties will advise the other party orally and in writing of
any material change with respect to it or its respective Subsidiaries promptly
after it has occurred and will promptly send to the other parties a copy of any
press release or material change reports filed by it with securities regulatory
authorities.

4.6 NOTIFICATION

Each of the parties will promptly notify the other party if any of the
representations and warranties made by it in this Agreement ceases to be true,
accurate and complete in any material respect and of any failure to comply in
any material respect with any of its obligations hereunder.

Page D25

SECTION 5 CONDITIONS

5.1 CONDITIONS PRECEDENT FOR THE BENEFIT OF NEVORO

The obligation of Nevoro to complete the transactions contemplated by this
Agreement shall be subject to satisfaction on or before the Effective Date of
the following conditions each of which is for Nevoro's exclusive benefit and may
be assented or waived by it in its sole discretion at any time, in whole or in
part:

(a) Nevoro shall have been satisfied that since December 31, 2001, there
has been no undisclosed action prior to the date hereof, nor any
action (whether disclosed or undisclosed) subsequent to the date
hereof and prior to the Effective Date, by any person or company other
than Nevoro, including a governmental or regulatory authority, or by
Pursuit, any Subsidiary or associate of Pursuit or the directors or
senior officers of Pursuit or any of their respective Subsidiaries or
associates, or event or circumstance, that has resulted in, or may in
the opinion of Nevoro acting reasonably result in, a Material Adverse
Effect on Pursuit and its Subsidiaries on a consolidated basis;

(b) any agreement, understanding or commitment by Pursuit or any
Subsidiary or associate of Pursuit made or entered into on or after
the date hereof to sell, transfer, lease or dispose of any material
asset or part thereof of Pursuit or of any Subsidiary or associate of
Pursuit or to make any other material change in the business,
operations, assets, liabilities, capital, financial condition or
affairs of Pursuit considered as a whole being satisfactory to, and
approved in writing by, Nevoro;

(c) the unconditional release or waiver on terms reasonably satisfactory
to Nevoro and to its counsel by all applicable third parties of all
material provisions contained in any indenture, instrument, agreement,
undertaking or commitment relating to any indebtedness for, or in
respect of, borrowed money, or relating to any development agreement,
joint venture agreement, partnership agreement, co-ownership agreement
or other agreement relating to the conduct of business or the
ownership of material assets by Pursuit, or any Subsidiary or
associate of Pursuit, to which Pursuit or any Subsidiary or associate
of Pursuit is a party, that are required in connection with the
transaction contemplated by this Agreement;

(d) the board of directors of Pursuit shall have adopted all necessary
resolutions, and all other necessary corporate action shall have been
taken by Pursuit and the Subsidiaries, to permit the consummation of
the Arrangement;

(e) the board of directors of Pursuit shall have made and shall not have
modified or amended, in a manner adverse to Nevoro, prior to the
Meeting, an affirmative recommendation that the holders of the Pursuit
Shares approve the Arrangement;

Page D26

(f) the representations and warranties of Pursuit as set out in this
Agreement shall be true and correct as of the Effective Date as if
they were made on and as of such date, except as affected by the
transaction contemplated or permitted by this Agreement.

5.2 CONDITIONS PRECEDENT FOR THE BENEFIT OF PURSUIT

The obligation of Pursuit to complete the transactions contemplated by
this Agreement shall be subject to satisfaction on or before the Effective Date
of the following conditions each of which is for Pursuit's exclusive benefit and
may be assented or waived by it in its sole discretion at any time, in whole or
in part:

(a) Pursuit shall have been satisfied that since December 31, 2001, there
has been no undisclosed action prior to the date hereof, nor any
action (whether disclosed or undisclosed) subsequent to the date
hereof and prior to the Effective Date, by any person or company other
than Pursuit, including a governmental or regulatory authority, or by
Nevoro, any Subsidiary or associate of Nevoro or the directors or
senior officers of Nevoro or any of their respective Subsidiaries or
associates, or event or circumstance, that has resulted in, or may in
the opinion of Pursuit acting reasonably result in, a material adverse
change in the business, results of operations, assets, liabilities,
prospects, financial condition or affairs of Nevoro considered as a
whole;

(b) the board of directors of Nevoro shall have adopted all necessary
resolutions, and all other necessary corporate action shall have been
taken by Nevoro to permit the consummation of the Arrangement and the
transactions contemplated thereby; and

(c) the representations and warranties of Nevoro as set out in this
Agreement shall be true and correct as of the Effective Date as if
they were made on and as of such date, except as affected by the
transaction contemplated or permitted by this Agreement.

5.3 MUTUAL CONDITIONS PRECEDENT

The respective obligations of Nevoro and Pursuit to complete the
transactions contemplated by this Agreement and the obligation of Pursuit to
file a copy of the Final Order and a certified copy of this Agreement with the
Director shall be subject to the satisfaction, on or before the Effective Date
of the following conditions:

(a) the Arrangement, with or without amendment, shall have been approved
and adopted at the Meeting by the Pursuit Shareholders in accordance
with the provisions of the Act and the Interim Order and the
Arrangement shall have otherwise been approved and adopted by the
requisite majorities of persons entitled or required to vote thereon
as determined by the Court;

Page D27

(b) the Interim Order shall have been granted in form and substance
satisfactory to Pursuit;

(c) the Final Order shall have been obtained in form and substance
satisfactory to Pursuit and having regard to this Agreement and a
certified copy, together with a certified copy of this Agreement, and
any other required documents, shall have been accepted by the Director
for filing;

(d) the TSX shall have approved the terms of the Arrangement subject to
compliance with the usual requirements of such exchange;

(e) all other consents, orders, rulings, approvals and assurances,
including regulatory and judicial approvals and orders required,
necessary or desirable for the Arrangement to become effective shall
have been obtained or received from the Persons, authorities or bodies
having jurisdiction in the circumstances, each in a form acceptable to
Pursuit and Nevoro;

(f) no order or decree of any domestic or foreign court, tribunal,
governmental agency or other regulatory authority or administrative
agency, board or commission, and no law, regulation, policy, directive
or order shall be enacted, promulgated, made, issued or applied to
cease trade, enjoin, prohibit or impose material limitations on the
Arrangement or transactions contemplated thereby; and

(g) this Agreement shall not have been terminated under Section 6 hereof.

5.4 CONDITIONS AND OBLIGATIONS OF EACH PARTY

The obligation of each of the parties to complete the transactions
contemplated by this Agreement is further subject to the condition, which may be
waived by any such party without prejudice to its right to rely on any other
condition in favour of such party, that each and every one of the covenants of
the other party hereto to be performed on or before the Effective Date pursuant
to the terms of this Agreement shall have been duly performed by such party and
that, except as affected by the transactions contemplated by this Agreement, the
representations and warranties of the other party hereto shall be true and
correct in all material respects as at the Effective Date, with the same effect
as if such representations and warranties had been made at and as of such time,
and as of such time each such party shall have received a certificate, dated the
Effective Date, of a senior officer of each party confirming the same.

5.5 NOTICE AND CURE PROVISIONS

Each party will give prompt notice to the other of the occurrence, or
failure to occur, at any time from the date hereof until the Effective Date, of
any event or state of facts which occurrence or failure would or would be likely
to:

Page D28

(a) cause any of the representations or warranties of any party contained
herein to be untrue or inaccurate in any material respect on the date
hereof or at the Effective Date; or

(b) result in the failure to comply with or satisfy any covenant,
condition or agreement to be complied with or satisfied by any party
hereunder prior to the Effective Date.

5.6 ARRANGEMENT AND CLOSING

No party may elect not to complete the transactions contemplated hereby
pursuant to the conditions precedent contained in Sections 5.1, 5.2, 5.3 and 5.4
or any termination right under Section 6 unless, prior to the filing of the
Final Order for acceptance by the Director pursuant to Section 183 of the Act,
the party intending to rely thereon has delivered a written notice to the other
party specifying in reasonable detail all breaches of covenants, representations
and warranties or other matters which the party delivering such notice is
asserting as the basis for the non-fulfillment or the applicable condition
precedent or termination right, as the case may be. If any such notice is
delivered, provided that a party is proceeding diligently to cure such matter,
no party may terminate this Agreement until the later of the termination date
and the expiration of a period of 30 days from such notice, and if such notice
has been delivered prior to the date of the Meeting, the Meeting shall be
postponed accordingly.

5.7 ARRANGEMENT AND CLOSING

Pursuit shall promptly advise Nevoro as to the date on which certified
copies of the Final Order and this Agreement, together with any other required
documents, will be filed with the Director and upon the acceptance of such
certified copies by the Director, the parties shall exchange such other
documents as may be necessary or desirable in connection with the completion of
the transactions contemplated by this Agreement and the Arrangement.

SECTION 6 AMENDMENT AND TERMINATION

6.1 AMENDMENT

Subject to any mandatorily applicable restrictions under the Act or the
Final Order, this Agreement (other than the Plan of Arrangement, the amendment
provisions of which are set out therein) may, at any time and from time to time
before or after the holding of the Meeting, but no later than the Effective
Time, be amended by the written agreement of Nevoro and Pursuit without, subject
to applicable law, further notice to or authorization on the part of the Pursuit
Shareholders. Without limiting the generality of the foregoing, any such
amendment may:

(a) change the time for the performance of any of the obligations or acts
of Nevoro or Pursuit herein;

(b) waive any inaccuracies in or modify any representation or warranty
contained herein or in any document to be delivered pursuant hereto;

Page D29

(c) waive compliance with or modify any of the covenants contained herein
or waive or modify the performance of any of the obligations of Nevoro
and Pursuit herein; or

(d) waive compliance with or modify any conditions precedent herein
contained;

provided that, notwithstanding the foregoing, the terms of Section 3.1 of the
Plan of Arrangement and Section 5.1(a) of this Agreement shall not be amended in
a manner materially prejudicial to the Pursuit Shareholders without the approval
of the Pursuit Shareholders given in the same manner as required for the
approval of the Arrangement or as may be ordered by the Court. This Agreement
and the Plan of Arrangement may be amended in accordance with the Final Order.

6.2 TERMINATION

(a) This Agreement and the Plan of Arrangement may, at any time before or
after the holding of the Meeting but prior to the Effective Date be
terminated:

(i) by mutual agreement in writing of Nevoro and Pursuit;

(ii) by Pursuit at any time on or after July 31, 2002, if by that
date, the conditions set forth in Section 5.2 have not been
satisfied or waived; and

(iii) by Nevoro at any time on or after July 31, 2002, if by that
date, the conditions set forth in Section 5.1 have not been
satisfied or waived;

without further notice to, or action on the part of the Pursuit
Shareholders for whatever reason it may consider appropriate;

(b) If the Effective Date has not occurred at or before 5:00 p.m. (Toronto
time) on July 31, 2002, this Agreement shall terminate unless the
parties shall otherwise agree; and

(c) Either of Pursuit or Nevoro may, at the discretion of their respective
boards of directors, terminate their respective obligations hereunder
if prior to the Effective Date there shall occur any material adverse
change, as determined by the respective boards of directors, in or
with respect to the assets, liabilities (actual or contingent),
capital, operations, business or undertaking of the other company.

6.3 EFFECT OF TERMINATION

Upon the termination of this Agreement pursuant to this Section 6 the
provisions hereof will become void and neither party shall have any liability or
further obligation to perform its obligations hereunder except as otherwise
contemplated hereby, and provided that, neither the termination of this
Agreement nor anything contained in this Section 6.3 shall relieve any party
from any liability for any breach by it of this Agreement.

Page D30

SECTION 7 MERGER

7.1 MERGER OF CONDITIONS

The conditions set out in Sections 5.1, 5.2, 5.3 and 5.4 shall be
conclusively deemed to have been satisfied, waived or released upon the delivery
by Pursuit to the Director pursuant to Section 183 of the Act of a certified
copy of the Final Order and any other required documents to give effect to the
Arrangement and any amendments and the articles of Apollo.

7.2 MERGER OF REPRESENTATIONS, WARRANTIES AND COVENANTS

The provisions of Sections 3.1, 3.1(dd), 4.1, 4.2 and 4.3 shall be
conclusively deemed to have been satisfied in all respects by the filing by
Pursuit with the Director of a certified copy of the Final Order and this
Agreement required to give effect to the Arrangement, and shall accordingly
merge in and not survive the effectuation of the Arrangement by the issuance of
the certificates giving effect to the Arrangement.

SECTION 8 GENERAL

8.1 NOTICES

All notices which may or are required to be given pursuant to any provision
of this Agreement shall be given or made in writing and shall be served
personally or be telecopy, addressed as follows:

(a) in the case of Nevoro:

▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇.▇.▇. ▇▇▇▇▇

Attention: R. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇'▇▇▇▇▇ LLP
▇.▇. ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇

Attention: G. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

Page D31

(b) in the case of Pursuit:

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ Tower, Suite 710
Toronto, Ontario
M4W 3R8

Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

Fogler, ▇▇▇▇▇▇▇▇ LLP
Suite 4400, Royal Trust Tower
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇

Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

with a further copy to:

BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc.
Times Square, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇.▇.▇. ▇▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

and to:

▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ Blank Plaza
Toronto, Ontario
M5J 2J7

Attention: W.S. (▇▇▇▇▇) ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

Page D32

Any such notice, direction or other instrument, whether delivered or
transmitted by facsimile transmission, shall be deemed to have been given at the
time and on the date on which it was delivered to or received in the office of
the addressee, as the case may be, if delivered or transmitted prior to 5:00
p.m. (Toronto time) on a Business Day or at 9:00 a.m. (Toronto time) on the
subsequent Business Day if delivered or transmitted subsequent to such time.
Either party hereto may change its address for service from time to time by
notice given to the other party hereto in accordance with the foregoing. Any
notice, direction or other instrument delivered under this Agreement shall be
signed by one or more duly authorized officers of the party delivering it.

8.2 ASSIGNMENT

Neither Nevoro nor Pursuit may assign its rights or obligations under this
Agreement or the Plan of Arrangement without the prior written consent of the
other of them.

8.3 BINDING EFFECT

This Agreement and the Plan of Arrangement shall be binding upon and shall
enure to the benefit of the Nevoro and Pursuit and their respective successors
and permitted assigns. Notwithstanding the foregoing, each of the parties
acknowledges and agrees that the obligations of the other party are not
personally binding upon, and resort shall not be had to nor shall recourse or
satisfaction be sought from, the private property of the directors, officers,
shareholders, employees or agents of the other party, but rather only the
property of the other party shall be bound.

8.4 WAIVER

Any waiver or release of the provisions of this Agreement, to be effective,
must be in writing and executed by the party granting such waiver or release.

8.5 GOVERNING LAW

This Agreement shall be governed by and be construed in accordance with the
laws of the Province of Ontario and the laws of Canada applicable therein and
shall be treated in all respects as an Ontario contract.

8.6 EXPENSES

All expenses incurred in connection with this Agreement, the Arrangement
and the transactions contemplated hereby and thereby shall be paid by the party
incurring such fees.

8.7 TIME OF ESSENCE

Time is of the essence of this Agreement.

Page D33

8.8 UNENFORCEABILITY

If any one or more of the provisions contained in this Agreement should be
invalid, illegal or unenforceable in any respect in any jurisdiction, the
validity, legality and enforceability of such provision or provisions will not
in any way be affected or impaired thereby in any other jurisdiction and the
validity, legality and enforceability of the remaining provisions contained
herein will not in any way be affected or impaired thereby, unless in either
case as a result of such determination this Agreement would fail in its
essential purpose.

8.9 PUBLIC ANNOUNCEMENTS

Except as required by this Agreement, no press releases or other public
announcements concerning the transactions contemplated by this Agreement may be
made by any of the parties without the prior written consent of each of the
other parties, which consent will not be unreasonably withheld; provided
however, that nothing in this provision will prevent a party from making such
releases or announcements as are necessary for a party to satisfy its legal
obligations or the requirements of applicable regulatory authority and then only
after prior consultation with the other party. For greater certainty and without
limiting the generality of the foregoing, the parties agree, subject to any
requirements of applicable law, not to issue any press release or other public
statement relating to the execution of this Agreement, but rather to issue
jointly a news release as soon as practicable following the execution of this
Agreement.

8.10 FURTHER ASSURANCES

The parties to this Agreement will with reasonable diligence do all such
things and provide all such reasonable assurances as may be required to
consummate the transactions contemplated by this Agreement and each party to
this Agreement will execute and deliver such further documents or instruments
required by the other party as may be reasonably necessary or desirable for the
purposes of giving effect to or perfecting the transactions contemplated by this
Agreement and obtaining any required regulatory approvals, whether before or
after the Effective Date.

8.11 COUNTERPART EXECUTIONS AND FACSIMILE TRANSMISSIONS

This Agreement may be executed in one or more counterparts, each of which
when delivered (whether in originally executed form or by facsimile
transmission) shall be deemed to be an original and both of which together shall
constitute one and the same documents.

Page D34

IN WITNESS WHEREOF Pursuit and Nevoro have executed this Agreement as of
the date first above written.

INTERNATIONAL PURSUIT CORPORATION

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman & President

NEVORO GOLD CORPORATION

By: /s/ R. ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------------
Name: R. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President and Chief Executive Officer

APPENDIX I
TO THE ARRANGEMENT AGREEMENT
MADE AS OF __, 2002
BETWEEN
INTERNATIONAL PURSUIT CORPORATION
AND
NEVORO GOLD CORPORATION

PLAN OF ARRANGEMENT
-------------------

ARRANGEMENT UNDER SECTION 182 OF
THE BUSINESS CORPORATIONS ACT (ONTARIO)

SECTION 1 - DEFINITIONS AND INTERPRETATION

1.1 DEFINITIONS

In this Plan of Arrangement, unless there is something in the subject
matter or context inconsistent therewith, the following capitalized words and
terms shall have the following meanings:

(1) "ACT" means the Business Corporations Act (Ontario), as amended;

(2) "APOLLO" means Apollo Gold Corporation, the company to be formed by the
merger of Pursuit and Nevoro pursuant to the terms of this Agreement and
the Plan of Arrangement;

(3) "APOLLO BONUS PLAN" means stock bonus plan of Apollo to be established as
of the Effective Date for the senior executives of Apollo;

(4) "APOLLO COMMON SHARES" means the common shares without par value in the
authorized capital of Apollo;

(5) "APOLLO INCENTIVE OPTION PLAN" means the stock option incentive plan of
Apollo to be established as of the Effective Date for the directors,
officers and key employees of Apollo;

(6) "APOLLO WARRANTS" means the share purchase warrants to be issued in
exchange for the Pursuit Warrants pursuant to the Plan of Arrangement, each
whole warrant entitling the holder to acquire one Apollo Common Share at an
exercise price of U.S. $1.60 per share until March 21, 2004;

(7) "ARRANGEMENT" means the arrangement involving Pursuit, the Pursuit
Shareholders and Nevoro, pursuant to Section 182 of the Act on the terms
and conditions set out herein and in accordance with the Arrangement
Agreement;

(8) "ARRANGEMENT AGREEMENT" means the statutory arrangement agreement dated
____________, 2002 between Nevoro and Pursuit to which this Plan of
Arrangement is attached as Appendix 1, as the same may be supplemented or
amended from time to time;

(9) "BUSINESS DAY" means a day which is not a Saturday, Sunday or Statutory
holiday in the Province of Ontario;

(10) "COURT" means the Ontario Superior Court of Justice;

(11) "DIRECTOR" means the Director under the Act;

(12) "EFFECTIVE DATE" means the date on which the certified copies of Final
Order and Arrangement Agreement, including the Plan of Arrangement, are
accepted for filing by the Director under the Act giving effect to the
Arrangement;

(13) "EFFECTIVE TIME" means 12:01 a.m., Toronto time, on the Effective Date;

(14) "FINAL ORDER" means the final order of the Court approving the Arrangement
pursuant to the Act;

(15) "HOLDER" means, when not qualified by the adjective "registered", the
person entitled to a share hereunder whether or not registered or entitled
to be registered in respect thereof in the register of shareholders of
Pursuit or Nevoro, as the case may be;

(16) "INTERIM ORDER" means the interim order of the Court pursuant to the
application therefor contemplated by Section 4.3 of the Arrangement
Agreement;

(18) "NEVORO" means Nevoro Gold Corporation, a company continued under the laws
of the Province of Ontario;

(19) "NEVORO COMMON SHARES" means the shares without par value in the authorized
capital of Nevoro;

(20) "PLAN OF ARRANGEMENT" means this plan of arrangement, as it may be amended
from time to time in accordance with section 5.1 hereof;

(21) "PURSUIT" means International Pursuit Corporation, corporation incorporated
under the laws of the Province of Ontario;

(22) "PURSUIT COMMON SHARES" means the common shares without par value in the
authorized capital of Pursuit;

(23) "PURSUIT COMPENSATION WARRANTS" means the share purchase warrants issued by
Pursuit to BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Partners on
March 21, 2002, each compensation warrant entitling the holder to acquire
one Pursuit Common Share at a price of U.S. $1.60 until March 21, 2004.

(24) "PURSUIT DEBENTURES" means the presently outstanding 0.0% secured
convertible debentures of Pursuit in the aggregate principal amount of U.S.
$23 million, which each U.S. $1,000 principal amount of debentures
entitling the holder thereof to acquire 1,250 Pursuit Common Shares and
312.50 Pursuit Warrants in accordance with the terms and conditions
thereof;

(25) "PURSUIT OPTIONS" means the rights (whether or not vested) to purchase
Pursuit Common Shares which are presently or from time to time outstanding;

(26) "PURSUIT SHAREHOLDERS" means the holders of the outstanding Pursuit Common
Shares;

(27) "PURSUIT WARRANTS" means the share purchase warrants issuable upon
conversion of the Pursuit Debentures, each whole warrant entitling the
holder to acquire one Pursuit Common Share at an exercise price of U.S.
$1.60 per share until March 21, 2004;

(28) "SUBSIDIARY" means, with respect to a specified body corporate, a body
corporate of which more than 50% of the outstanding shares ordinarily
entitled to elect a majority of the directors thereof, whether or not
shares of any other class or classes shall or might be entitled to vote
upon the happening of any event or contingency, are at the time owned,
directly or indirectly, by such specified body corporate, and includes a
body corporate in like relation to a Subsidiary;

(29) "TRANSFER AGENT" means CIBC Mellon Trust Company;

(30) "TSX" means the Toronto Stock Exchange; and

(31) "1933 ACT" means the United States Securities Act of 1933, as amended.

1.2 INTERPRETATION NOT AFFECTED BY HEADINGS

The division of this Plan of Arrangement into articles, sections,
subsections, paragraphs and subparagraphs and the insertion of headings are for
convenience of reference only and shall not affect the construction or
interpretation of the provisions of this Plan of Arrangement. Unless otherwise
specifically indicated, the terms "this Plan of Arrangement", "hereof",
"herein", "hereunder" and similar expressions refer to this Plan of Arrangement
as a whole and not to any particular article, section, subsection, paragraph or
subparagraph and include any agreement or instrument supplementary or ancillary
hereto.

1.3 NUMBER AND GENDER

In this Plan of Arrangement, unless the context otherwise requires, words
importing the singular number only shall include the plural and vice versa,
words importing the use of either gender shall include both genders and neuter
and words importing persons shall include firms and corporations.

1.4 MEANING

Words and phrases used herein and defined in the Act shall have the same
meaning herein as in the Act unless the context otherwise requires.

1.5 STATUTES

A reference to a statute shall be deemed to include every regulation made
pursuant thereto, all amendments to the statute or to any such regulation
enforced from time to time, and any statute or regulation that supplements or
supersedes such statute or any such regulation.

1.6 CURRENCY

All references to currency herein are to lawful money of Canada unless
otherwise specified herein.

SECTION 2 - ARRANGEMENT AGREEMENT

2.1 ARRANGEMENT AGREEMENT

This Plan of Arrangement is made pursuant and subject to the provisions of
the Arrangement Agreement.

SECTION 3 - THE ARRANGEMENT

3.1 EXCHANGE OF SHARES

As at the Effective Time, the following will occur and be deemed to occur
in the following order without any further act or formality and with each
transaction or event being deemed to occur immediately after the occurrence of
the transaction or event immediately preceding it:

(b) the terms of each of the outstanding Pursuit Options will be amended
to: (1) consolidate the number of Pursuit Shares which the holder of
the Pursuit Option is entitled to acquire upon the exercise thereof on
the basis of one Pursuit Share for every 43.57 Pursuit Shares which
the Pursuit Option previously entitled the holder to acquire; and (ii)
to increase the purchase price of the Pursuit Shares which the Pursuit
Option entitles the holder to acquire by the amount stipulated by the
terms governing such Pursuit Option in the event of a consolidation in
the share capital of Pursuit;

(c) all of the outstanding Pursuit Debentures shall be converted into the
underlying Pursuit Common Shares and Pursuit Warrants;

(f) all Pursuit Warrants outstanding on the Effective Date will be
exchanged for Apollo Warrants on the basis of one (1) Apollo Warrant
for each one (1) Pursuit Warrant held;

(h) all Nevoro Common Shares outstanding on the Effective Date will be
exchanged for an aggregate of 1,970,000 Apollo Common Shares;

(i) Pursuit and Nevoro shall be amalgamated and the operations of Pursuit
and Nevoro will be merged to form Apollo, on the terms and subject to
the conditions contained in this Plan of Arrangement and the
Arrangement Agreement; and

(j) the exchanges and other matters provided in this Section 3.1 shall be
deemed to occur notwithstanding that the procedures therefor may not
be completed until after the Effective Date.

3.2 OTHER MATTERS

On the Effective Date, as soon as reasonably practical after completion of
the steps necessary to effect the Arrangement set out in paragraph 3.1 above,
without any additional action on the part of the Pursuit Shareholders:

(a) the name of the entity formed by the amalgamation of Pursuit and
Nevoro shall be "Apollo Gold Corporation";

(b) the articles of Apollo shall contain substantially the same terms as
the articles of incorporation of Pursuit (as amended), including;
without limiting the generality of the foregoing the following
provisions:

(i) the authorized capital of Apollo shall consist of an unlimited
number of common shares;

(ii) the registered office of Apollo shall be: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇;

(iii) the directors of Apollo shall have the ability, between annual
meetings of shareholders of Apollo, to appoint one or more
additional directors to hold office for a term expiring not late
than the close of the next annual meeting of shareholders, but
the total number of additional directors so appointed may not
exceed one third of the number of directors elected at the
previous annual meeting of shareholders.

(d) the following persons shall be appointed to, or confirmed as,
directors and officers of Apollo:

Name Position
---- --------
R. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Director, President and Chief Executive Officer
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Director, Vice President and Chief Financial
Officer
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Vice President, Exploration
▇▇▇▇ ▇▇▇▇▇▇▇ Director
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Director
▇.▇. ▇▇▇▇▇▇▇▇ Director

(e) the current share option plan of Pursuit shall continue as the share
option plan for the directors, officers and employees of Apollo;

(f) Apollo shall establish the Apollo Incentive Option Plan and will grant
to the key employees, officers and directors of Apollo (as determined
by the board of directors of Apollo) options (the "Arrangement
Options") to acquire an aggregate of 2,780,412 Apollo Common Shares at
an exercise price of U.S. $0.80 per share. The Arrangement Options
will vest at to an aggregate of 695,103 shares every six months for a
period of 24 months following the Effective Date; and

(g) Apollo shall establish the Apollo Bonus Plan pursuant to which R.
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "Eligible
Executives") will be entitled to receive Apollo Common Shares (the
"Bonus Shares") in consideration for their services as senior
executive of Apollo. The Bonus Shares will issued to the Eligible
Executives at the discretion of the board of directors of Apollo based
upon the prescribed performance criteria set out in the Bonus Plan
during the two years following the Effective Date and will not exceed
530,000 Apollo Common Shares in the aggregate.

3.3 ARRANGEMENT EFFECTIVENESS

The Arrangement shall become finally and conclusively binding on the
Pursuit Shareholders and each of the corporations referred to above upon the
acceptance by the Director of a certified copy of the Final Order and the
Arrangement Agreement, together with any other required documents necessary to
give effect to the Arrangement, and shall thereupon be deemed effective as of
the Effective Time.

3.4 DEEMED FULLY PAID AND NON-ASSESSABLE SHARES

All Apollo Common Shares issued pursuant hereto shall be deemed to be
validly issued and outstanding as fully paid and non-assessable shares for all
purposes of Ontario law.

3.5 SUPPLEMENTARY ACTIONS

Notwithstanding that the transactions and events set out in Section 3.1
shall occur and shall be deemed to occur in the order therein set out without
any act or formality, each of Pursuit and Nevoro shall be required to make, do
and execute or cause and procure to be made, done and executed all such further
acts, deeds, agreements, transfers, assurances, instruments or documents as may
be required to further document or evidence any of the transactions or events
set out in Section 3.1, including without limitation, any resolutions of
directors authorizing the issue, transfer or purchase for cancellation of
shares, any share transfer powers evidencing the transfer of shares and any
receipt therefor and any necessary addition to or deletions from share
registers.

SECTION 4 - CERTIFICATES AND DOCUMENTATION

4.1 ENTITLEMENT TO APOLLO COMMON SHARE CERTIFICATES

From and after the Effective Time, the former Pursuit Shareholders
(including, for greater certainty, former Holders of Pursuit Debentures) shall
be entitled to receive share certificates representing Apollo Common Shares on
the basis set forth in subsections 3.1(c) hereof.

4.2 FRACTIONAL SHARES

No fractional shares will be issued by Apollo and no cash will be paid in
lieu thereof. Any fraction resulting will be rounded to the nearest whole number
with fractions of one half or

greater being rounded to the next higher whole number and fractions of less than
one half being rounded to the next lower whole number.

4.3 ENTITLEMENT TO WARRANTS

After the Effective Date, Holders of outstanding Pursuit Warrants and
Pursuit Compensation Warrants shall be entitled to receive documentation
evidencing the Apollo Warrants on the exchange ratio and with corresponding
changes to the exercise prices based on the exchange ratio set out in subsection
3.1(f) and 3.1(g), respectively.

4.4 SHARE CERTIFICATES

As soon as reasonably practicable after the Effective Date, Apollo shall
forward to each former holder of Pursuit Common Shares and Nevoro Common Shares
as at the Effective Date, at the address of such Holder as it appears on the
register for such Holders, a letter of transmittal and instructions for
obtaining delivery of the certificate or certificates representing the Apollo
Common Shares issuable to such holder pursuant to the Arrangement. Former
Holders of Pursuit Common Shares and Nevoro Common Shares may take delivery of
the certificate or certificates representing the Apollo Common Shares issued to
them pursuant to the Arrangement by delivering the certificates representing the
Pursuit Common Shares or the Nevoro Common Shares (as applicable) formerly held
by them to the Transfer Agent at the office of the Transfer Agent indicated in
the letter of transmittal. Such certificates shall be accompanied by a properly
completed letter of transmittal together with such other documents as the
Transfer Agent may require and the certificates representing Apollo Common
Shares issued to former Holders of Pursuit Common Shares and Nevoro Common
Shares shall be registered in such name or names and delivered to such address
or addresses as such Holders may direct in such letter of transmittal as soon as
reasonably practicable after receipt by the Transfer Agent of the required
documents.

4.5 LIMITATION PERIOD

Any certificate formerly representing Pursuit Common Shares or Nevoro
Common Shares not deposited with all other documents as provided in Section 4.4
hereof on or prior to the date which is six years after the Effective Date shall
cease to represent a right or claim of any kind or nature whatsoever as against
it or in Apollo, Pursuit, Nevoro or the Transfer Agent. The Apollo Common Shares
issued to the former holder of any such certificate shall be deemed to be
surrendered to Apollo together with all dividends and distributions thereon held
for such holder and shall be and remain the sole property of Apollo.

4.6 EFFECTIVENESS OF TRANSFERS

The transfers and exchanges referred to in subsection 3.1 will be effective
notwithstanding that no stock power of attorney or other transfer instrument has
been executed or delivered by any holder of any of the securities so transferred
or exchanged and such transfers or exchanges will be effective notwithstanding
that no certificates representing any of the securities which are the subject of
such transfers and exchanges are issued.

SECTION 5 - AMENDMENT

5.1 AMENDMENT

(a) Pursuit reserves the right to amend, modify and/or supplement this
Plan of Arrangement at any time and from time to time prior to the
Effective Date provided that any amendment, modification or supplement
must be (i) set out in writing, (ii) consented to by Nevoro, (iii)
filed with the Court and, (iv) if made following the Meeting approved
by the Court and communicated to Holders of Pursuit Common Shares in
the manner directed by the Court (if so required).

(b) Any amendment, modification or supplement to this Plan of Arrangement
may be proposed by Pursuit any time prior to or at the Meeting
(provided that Nevoro shall have consented thereto) with or without
any other prior notice or communication and, if so proposed and
accepted by the Person voting at the Meeting (other than as required
under the Interim Order), shall become part of the Plan of Arrangement
for all purposes.

(c) Any amendment, modification or supplement to this Plan of Arrangement
which is approved or directed by the Court following the Meeting shall
be effective only: (i) if it is consented to by Pursuit and Nevoro,
and (ii) if required by the Court, it is consented to by Holders of
the Pursuit Common Shares voting in the manner directed by the Court.

SECTION 6 - FURTHER ASSURANCES

6.1 OTHER DOCUMENTS AND INSTRUMENTS

Notwithstanding that the transactions or events set out herein shall occur
and shall be deemed to occur in the order set out in this Plan of Arrangement
without any further authorization, act or formality, Pursuit and Nevoro agree to
make, do and execute, or cause and cause to be made, done and executed, all such
further acts, deeds, agreements, transfers, assurances, instruments or documents
as may reasonably be required by any of them in order further to document or
evidence any of the transactions or events set out herein including, without
limitation, any resolutions of directors authorizing the issue, exchange,
transfer, purchase for cancellation of donation of shares and any share transfer
powers evidencing the transfer of shares and any receipts therefor.

SCHEDULE "E"

SECTION 185 OF THE OBCA

SECTION 185. (1) Subject to subsection (3) and to sections 186 and 248, if a
corporation resolves to,

(a) amend its articles under section 168 to add, remove or change
restrictions on the issue, transfer or ownership of shares of a class
or series of the shares of the corporation;

(b) amend its articles under section 168 to add, remove or change any
restriction upon the business or businesses that the corporation may
carry on or upon the powers that the corporation may exercise;

(d) be continued under the laws of another jurisdiction under section 181;
or

(e) sell, lease or exchange all or substantially all its property under
subsection 184(3), a holder of shares of any class or series entitled
to vote on the resolution may dissent.

(2) IDEM - If a corporation resolves to amend its articles in a
manner referred to in subsection 170(1), a holder of shares of any class or
series entitled to vote on the amendment under section 168 or 170 may dissent,
except in respect of an amendment referred to in,

(a) clause 170(1)(a), (b) or (e) where the articles provide that the
holders of shares of such class or series are not entitled to dissent;
or

(b) subsection 170(5) or (6).

(3) EXCEPTION - A shareholder of a corporation incorporated before the
29th day of July, 1983 is not entitled to dissent under this section in respect
of an amendment of the articles of the corporation to the extent that the
amendment,

(a) amends the express terms of any provision of the articles of the
corporation to conform to the terms of the provision as deemed to be
amended by section 277; or

(b) deletes from the articles of the corporation all of the objects of the
corporation set out in its articles, provided that the deletion is
made by the 29th day of July, 1986.

(4) SHAREHOLDER'S RIGHT TO BE PAID FAIR VALUE - In addition to any other
right the shareholder may have, but subject to subsection (30), a shareholder
who complies with this section is entitled, when the action approved by the
resolution from which the shareholder dissents becomes effective, to be paid by
the corporation the fair value of the shares held by the

shareholder in respect of which the shareholder dissents, determined as of the
close fo business on the day before the resolution was adopted.

(5) NO PARTIAL DISSENT - A dissenting shareholder may only claim under
this section with respect to all the shares of a class held by the dissenting
shareholder on behalf of any one beneficial owner and registered in the name of
the dissenting shareholder.

(6) OBJECTION - A dissenting shareholder shall send to the corporation,
at or before any meeting of shareholders at which a resolution referred to in
subsection (1) or (2) is to be voted on, a written objection to the resolution,
unless the corporation did not give notice to the shareholder of the purpose of
the meeting or of the shareholder's right to dissent.

(7) IDEM - The execution or exercise of a proxy does not constitute a
written objection for purposes of subsection (6).

(8) NOTICE OF ADOPTION OF RESOLUTION - The corporation shall, within ten
days after the shareholders adopt the resolution, send to each shareholder who
has filed the objection referred to in subsection (6) notice that the resolution
has been adopted, but such notice is not required to be sent to any shareholder
who voted for the resolution or who has withdrawn the objection.

(9) IDEM - A notice sent under subsection (8) shall set out the rights
of the dissenting shareholder and the procedures to be followed to exercise
those rights.

(10) DEMAND FOR PAYMENT OF FAIR VALUE - A dissenting shareholder entitled
to receive notice under subsection (8) shall, within twenty days after receiving
such notice, or, if the shareholder does not receive such notice, within twenty
days after learning that the resolution has been adopted, send to the
corporation a written notice containing,

(a) the shareholder's name and address;

(b) the number and class of shares in respect of which the shareholder
dissents; and

(11) CERTIFICATES TO BE SENT IN - Not later than the thirtieth day after
the sending of a notice under subsection (10), a dissenting shareholder shall
send the certificates representing the shares in respect of which the
shareholder dissents to the corporation or its transfer agent.

(12) IDEM - A dissenting shareholder who fails to comply with
subsections (6), (10) and (11) has no right to make a claim under this section.

(13) ENDORSEMENT ON CERTIFICATE - A corporation or its transfer agent
shall endorse on any share certificate received under subsection (11) a notice
that the holder is a dissenting shareholder under this section and shall return
forthwith the share certificates to the dissenting shareholder.

(14) RIGHTS OF DISSENTING SHAREHOLDER - On sending a notice under
subsection (10), a dissenting shareholder ceases to have any rights as a
shareholder other than the right to be paid the fair value of the shares as
determined under this section except where,

(a) the dissenting shareholder withdraws notice before the corporation
makes an offer under subsection (15);

(b) the corporation fails to make an offer in accordance with subsection
(15) and the dissenting shareholder withdraws notice; or

(c) the directors revoke a resolution to amend the articles under
subsection 168(3), terminate an amalgamation agreement under
subsection 176(5) or an application for continuance under subsection
181(5), or abandon a sale, lease or exchange under subsection 184(8),

in which case the dissenting shareholder's rights are reinstated as of the date
the dissenting shareholder sent the notice referred to in subsection (10) and
the dissenting shareholder is entitled, upon presentation and surrender to the
corporation or its transfer agent of any certificate representing the shares
that has been endorsed in accordance with subsection (13), to be issued a new
certificate representing the same number of shares as the certificate so
presented, without payment of any fee.

(15) OFFER TO PAY - A corporation shall, not later than seven days after
the later of the day on which the action approved by the resolution is effective
or the day the corporation received the notice referred to in subsection (10),
send to each dissenting shareholder who has sent such notice,

(a) a written offer to pay for the dissenting shareholder's shares in an
amount considered by the directors of the corporation to be the fair
value thereof, accompanied by a statement showing how the fair value
was determined; or

(b) if subsection (30) applies, a notification that it is unable lawfully
to pay dissenting shareholders for their shares.

(16) IDEM - Every offer made under subsection (15) for shares of the same
class or series shall be on the same terms.

(17) IDEM - Subject to subsection (30), a corporation shall pay for the
shares of a dissenting shareholder within ten days after an offer made under
subsection (15) has been accepted, but any such offer lapses if the corporation
does not receive an acceptance thereof within thirty days after the offer has
been made.

(18) APPLICATION TO COURT TO FIX FAIR VALUE - Where a corporation fails
to make an offer under subsection (15) or if a dissenting shareholder fails to
accept an offer, the corporation may, within fifty days after the action
approved by the resolution is effective or within such

further period as the court may allow, apply to the court to fix a fair value
for the shares of any dissenting shareholder.

(19) IDEM - If a corporation fails to apply to the court under subsection
(18), a dissenting shareholder may apply to the court for the same purpose
within a further period of twenty days or within such further period as the
court may allow.

(20) IDEM - A dissenting shareholder is not required to give security
for costs in an application made under subsection (18) or (19).

(21) COSTS - If a corporation fails to comply with subsection (15), then
the costs of a shareholder application under subsection (19) are to be borne by
the corporation unless the court otherwise orders.

(22) NOTICE TO SHAREHOLDERS - Before making application to the court
under subsection (18) or not later than seven days after receiving notice of an
application to the court under subsection (19), as the case may be, a
corporation shall give notice to each dissenting shareholder who, at the date
upon which the notice is given,

(a) has sent to the corporation the notice referred to in subsection 10);
and

(b) has not accepted an offer made by the corporation under subsection
15), if such an offer was made,

of the date, place and consequences of the application and of the dissenting
shareholder's right to appear and be heard in person or by counsel, and a
similar notice shall be given to each dissenting shareholder who, after the date
of such first mentioned notice and before termination of the proceedings
commenced by the application, satisfies the conditions set out in clauses (a)
and (b) within three days after the dissenting shareholder satisfies such
conditions.

(23) PARTIES JOINED - All dissenting shareholders who satisfy the
conditions set out in clauses (22)(a) and (b) shall be deemed to be joined as
parties to an application under subsection (18) or (19) on the later of the date
upon which the application is brought and the date upon which they satisfy the
conditions, and shall be bound by the decision rendered by the court in the
proceedings commenced by the application.

(24) IDEM - Upon an application to the court under subsection (18 or (19),
the court may determine whether any other person is a dissenting shareholder who
should be joined as a party, and the court shall fix a fair value for the shares
of all dissenting shareholders.

(25) APPRAISERS - The court may in its discretion appoint one or more
appraisers to assist the court to fix a fair value for the shares of the
dissenting shareholders.

(26) FINAL ORDER - The final order of the court in the proceedings
commenced by an application under subsection (18) or (19) shall be rendered
against the corporation and in favour

of each dissenting shareholder who, whether before or after the date of the
order, complies with the conditions set out in clauses (22)(a) and (b).

(27) INTEREST - The court may in its discretion allow a reasonable
rate of interest on the amount payable to each dissenting shareholder from the
date the action approved by the resolution is effective until the date of
payment.

(28) WHERE CORPORATION UNABLE TO PAY - Where subsection (30) applies,
the corporation shall, within ten days after the pronouncement of an order under
subsection (26), notify each dissenting shareholder that it is unable lawfully
to pay dissenting shareholders for their shares.

(29) IDEM - Where subsection (30) applies, a dissenting shareholder,
by written notice sent to the corporation within thirty days after receiving a
notice under subsection (28), may,

(a) withdraw a notice of dissent, in which case the corporation is deemed
to consent to the withdrawal and the shareholder's full rights are
reinstated; or

(b) retain a status as a claimant against the corporation, to be paid as
soon as the corporation is lawfully able to do so or, in a
liquidation, to be ranked subordinate to the rights of creditors of
the corporation but in priority to its shareholders.

(30) IDEM - A corporation shall not make a payment to a dissenting
shareholder under this section if there are reasonable grounds for believing
that,

(a) the corporation is or, after the payment, would be unable to pay
its liabilities as they become due; or

(b) the realizable value of the corporation's assets would thereby be
less than the aggregate of its liabilities.

(31) COURT ORDER - Upon application by a corporation that proposes to
take any of the actions referred to in subsection (1) or (2), the court may, if
satisfied that the proposed action is not in all the circumstances one that
should give rise to the rights arising under subsection (4), by order declare
that those rights will not arise upon the taking of the proposed action, and the
order may be subject to compliance upon such terms and conditions as the court
thinks fit and, if the corporation is an offering corporation, notice of any
such application and a copy of any order made by the court upon such application
shall be served upon the Commission.

(32) COMMISSION MAY APPEAR - The Commission may appoint counsel to
assist the court upon the hearing of an application under subsection (31), if
the corporation is an offering corporation.

Exhibit 2.2 SCHEDULE "D" ARRANGEMENT AGREEMENT Made as of the 13 day of May, 2002

Document Metadata

Document Metadata

Table of Contents